HomeMy WebLinkAboutPR 14979: MOBIL PIPELINE COMPANY & SUNOCO INDUSTRIAL DISTRICT AGREEMENTP. R. No. 14979
11/06/08 is
RESOLUTION NO.
A RESOLUTION APPROVING AN ASSIGNMENT OF AN
INDUSTRIAL DISTRICT AGREEMENT PERTAINING TO
THE MOBIL PIPELINE COMPANY AND SUNOCO
WHEREAS, the City of Port Arthur has an Industrial District
Agreement with Mobil Pipeline Company,:as approved per Resolution
No. 06-348 on September 12, 2006; and. '
WHEREAS, this Agreement provides for the payment of $62,500
per year, as attached hereto as Exhibit "A"; and
WHEREAS; the term of this Agreement is from 2007 until 2011;- '
and
WHEREAS, Sunoco,is purchasing the facilities of Mobil Pipeline
Company; and
WHEREAS, Sunoco and Mobil Pipeline have requested the approval
of the Assignment, as 'denoted in Exhibits "B" and ~~C" and has
provided an assumption agreement as denoted in Exhibit ~~D"
NOW~THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PORT~ARTHUR:
Section 1. That the facts and opinions in the .preamble
are true and correct. ,
Section 2.. That the 'City Council approves the Assignment
of the Industrial District Agreement to Sunoco. Mobil Pipeline
Company shall be responsible for all acts and omissions pertaining
to the Industrial District Agreement attached hereto as Exhibit '~A"
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prior to the date of the assignment. Sunoco Pipeline, L.P. shall
be responsible for all acts and omissions pertaining to the
Industrial District Agreement attached hereto as Exhibit "A" after
the date the assignment
Section 3., That the. approval of the assignment is also
• conditioned as denoted in Exhibit "E"
Section 4. That the parties shall notify the City of the
date that the assignment transaction is closed.
Section 5. That Mobil Pipeline Company and Sunoco
Pipeline, L.P. shall sign this Resolution agreeing to the terms of
this Resolution.
Section 6. That a copy of the caption of this Resolution
be spread upon the Minutes of the City Council.
READ, ADOPTED AND APPROVI3D on this day of
A.D., 2008, at a Meeting of the City Council of
the City of Port .Arthur, by the following vote: AYES:
Mayor
_~
NOES
MAYOR
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ATTEST:
TERRI HANKS, ACTING CITY SECRETARY
APPROVED AS TO FORM:
CITY ATTORNEY
.APPROVED FOR p.DMINISTRATION:
CITY MANAGER _
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I, on behalf of the Mobil Pipeline Company, herein agx-ee to
the terms of the Resolution approving an assignment of the Mobil
Pipeline Company's Industrial District Agreement to Sunoco
Pipeline, L.P.
Date: 2008
MOBIL PIPELINE COMPANY
BY:
Print Name:
Title.
z.pr14979
I, on behalf of Sunoco Pipeline, L.P., herein agree to the
terms of the Resolution approving an assignment of the Mobil
Pipeline Company's Industrial Dis1trict Agreement to Sunoco
Pipeline, L.P.
Date: 2008
SIINOCO PIPELINE, L.P.
BY:
Print Name:
Title.
z.pr14979
_EXHIBIT ~~A"
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10 PGS
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STATE OF TEXAS g '
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COUNTY OF JEFFERSON g
INDUSTRIAL DISTRICT AGREEMENT
WITH MOBIL PIPE LIME CO.
WHEREAS, the City of Port Arthur and Mobil. Pipe Line Co.
have an Industrial District Agreement which will expire on
December 31, 2006 (approved per Resolution No. 01-.190);-and
WHEREAS, the City of Port-Arthur and Mobil Pipe Line Co..
desire to enter into a new Industrial District Agreement with
respect to property described in Exhibit ^A" that is located in
tracts adjacent to West Port Arthur Road, and within the
extraterritorial jurisdiction of the City; and, -
WHEREAS, these parties wish to address the following:. (1)
health and safety issues at the tank farm owned by Mobil Pipe
Line Co., and procedures for the City's-review thereof, (2)
needs of the City to .have a stable revenue source that is not ,
materially affected by. appraisal litigation, (3) the need to
define backup services provided by the City, and (4) the terms
of the new agreement; and,
WHEREAS, both parties agree that there has been full and
adequate consideration for each party's obligations under this
Industrial District Agreement with Mobil Pipe Line Co.; and,
WHEREAS, this agreement is authorized under Section 42.044
Local Government Code,. Vernon's Texas Code Annotated, and the
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parties agree that the following terms are reasonable,
appropriate, and not unduly restrictive of business activities;
and',
WHEREAS, both parties find that this new Agreement, as
delineated herein, is beneficial to each party.
NOW THEREFORE, in consideration of the promises and the
mutual agreements of the parties contained herein, the City of
Port Arthur and Mobil Pipe Line Co. agree with each other as
follows:
Section 1. PAYMENTS BY MOBIL PIPE LINE CO.
a) For the years 2007, 2008, 2009, 2010, and 2011, Mobil
Pipe Line Co. shall pay to the City of Port Arthur $62,500 per
year for the years 2007, 2008, 2009, 2010, and 2011, so long as
this Industrial District Agreement is in full force and effect,
and the Property described in Exhibit "A" is not annexed.
b) The payments shall be made as follows:
ygpgg; AMOUNT OWED ' DUE DATES:
` 2007 $62,500 - October 15,2007
" 2008 $62,500 October 15, 2008
2009 $62,500 October 15, 2009
2010 $62,500 October 15, 2010
2011 $62,500 October. l5, 2011
c) The City shall not refund any moneys previously paid
by Mobil Pipe Lirie Co., either directly or indirectly, to the
City of Port Arthur.
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d) Mobil Pipe Line Co. shall also pay any sums due and
owing on its 2001 "in lieu. of tax" agreement as approved by
Resolution No. 01-190.
Section 2. If requested by Mobil Pipe Line Co., the.
City of Port Arthur's fire department shall provide backup fire
suppression support, and the City of Port,;Arthur's police
department shall assist in providing an evacuation route in the
case of a fire=or a chemical release at.the'tank farm owned by
Mobil Pipe Line Co. located in the City's extraterritorial
jurisdiction. Nevertheless, Mobil Pipe Line Co. shall be
primarily liable for taking such precautions as is expected in
the industry, and as is required by federal, state, and local
law, including the standard codes as delineated and referenced
in the Standard Fire Prevention Code as published each year by
the Southern Building,Code Congress International, Inc . to (1)
prevent fires, explosions and chemical releases, {2) prevent
the imprudent discharge of storm water that contribute to
flooding on adjacent property., and (3) be prepared, together
with local authorities, to evacuate the facility and surrounding
area, as may be warranted by potential emergencies.. Mobil Pipe
Line Co. shall employ sufficient fire suppression personnel and
equipment to provide an initial and primary fire suppression
response, as well as to control and abate chemical releases. ,.--
.Mobil Pipe Line Co .. shall provide the ,City's fire chief and
z.ida_mobil pipeline 2006 - 7
police chief with emergency response plans. If there is a fire,
and the City is requested to provide initial and primary fire
suppression services, or if a clean-up is required under Section
2201.3.2.1 of the Standard Fire Prevention Code, Mobil Pipe Line
Co. will pay the City the costs and expenses incurred by the
City and any of-its departments to the same extent that
similarly situated. parties would.
Section 3. Mobil Pipe Line Co. shall notify the City of
Port Arthur's fire chief, police chief, and the City's Emergency
Management Coordinator of all incidents involving fires, serious
injuries, deaths, and chemical releases that create a health and
safety hazard to the community.
Section 4. If is specifically stipulated 'that nothing
in this Agreement will, in any manner, enlarge, limit, or
restrict the authority of the'City to annex all or part of said
lands and facilities during the period of the Agreement if the
,City should determine that such annexation is reasonably
necessary to promote and protect the general health, safety, and
welfare of the persons residing within or adjacent to the City;
.provided, however, the City agrees that such annexation will not
be made for revenue purposes only.. ~In the event of such
annexation, Mobil Pipe. Line Co. will not be required to make
further payment under this Agreement. for any calendar year
a
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commencing after such annexation with respect to the property so
annexed, but shall nevertheless be obligated to make full
payment for the year during which such annexation becomes
effective, if the annexation become effective after January 1
of said year.
Section 5. The City will not annex the property of
Mobil Pipe Line Co., as delineated in Exhibit "A", under Chapter
43 of the Local Government Code, or file litigation in District
Court to abate or prevent a nuisance or seek a civil penalty
under Sections 54.016, 54.017, and 217.042 of the Local .
Government Code for "health, safety, and welfare concerns" until
written notice of the concerns has been delivered to Mobil Pipe
Line Co., and Mobil Pipe Line Co. has had an opportunity to
respond and to address-the City. Council in open session.
Section 6. If-there is a dispute as to_whether there is
a health, safety, and welfare concern, the, matter can, at the
request of 'either party, be submitted. to arbitration before an
arbitrator selected from a panel supplied by the American
Arbitration Association. The arbitration shall take place in
the City Hall of the City of Port Arthur, or at such other
locations as the parties agree to. The request for arbitration
must be demanded in writing within ninety (90) days of the
initial written complaint from either party to-this Agreement,
or the. arbitration is waived. The costs of the arbitrator shall
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be shared equally between the two parties. The arbitration
process shall be completed within ninety (90) days from the date
the arbitrator is selected, and if it is-not so completed,
either party may proceed with annexation or litigation, as they
so desire.
Section 7. _This Agreement is effective the 15C day of
January 2007 and shall expire on the 31s` day of December 2011.
~ 1 ) P Ceminef zoo6.
SIGNED ON THIS THE ~=day of
MOBIL PIPE LINE CO.
BY: / ~ ' v
Q~~('~C~~. 1. oo\C,~ -
ACKNOWLEDGMENT
STATE OF TEXAS • §
COIINTY OF JEFFERSON §
BEFORE ME, the undersigned Notary Public, on this day
personally appearedQc~-nc~~-T~ 1~a~\or, known to me to be the
person whose name is described to the foregoing instrument, and
acknowledged to me that he/she executed the same as the act and
deed of Mobil Pipe Line Co., .for the purposes and consideration
therein expressed, and `the capacities therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE _~'L day
of ~-2Cavr~bQr A.n., 2aa6.
'~`^ NATALIE K. MYLES
., AMY COMMISSION EXPIRES
,~~'';' JULY 28, 2007
vl l ~ • i 'r `H ~
NOTARY PUBLIC, STATE TEXAS
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4
-
SIGNED ON THIS THE ~~"day of • n ~ h,..,. 200¢'.
THE CITY OF PORT ARTHUR
ACKNOWLEDGMENT
STATE OF TEXAS §
- §
COUNTY OF JEFFERSON §
" BEFORE ME, the undersigned Notary Public, on this day
personally appeared Stephen Fitzgibbons, City Manager,. known to
me to be the person whose name is described:to the foregoing
instrument, and acknowledged to me that he executed the same as
the act and deed of the City of Port Arthur, for the purposes
and consideration therein expressed, and the capacities therein
stated:
GIVEN UNDER MY HAND AND SEAL OF OFFICE, THIS THE ~ day
of ~_1 G~1LtA_a rVl A. D: , 200,x. ~ '
,,,s,~~av a~e;~, TONYA SUMMERLIN
~r°°.~ ~ z~ Notary Pohlic Slate of Tezas
- Commission Expires
'?'~-.... .ey
'--,+?~oF~}: APHIL~22, 2007
AFTER RECORDING RETURN-TO:
CITY OF PORT ARTHUR
LEGAL DEPARTMENT
P. O. BOX 1089
PORT ARTHUR, TEXAS
C.Q
NO ARY P LIC, STATE OF TEXAS
77641-1089
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EXHIBIT "A"
"AGREEA~ENT WITH MOBIL PIPE LINE COMPANY"
68.51 ACRES OI< G'VM. ]t`.
SIEGLER SURVEY
ABSTRACT 48, TRACT 17 (HEBERT STATION)
CAD 300048-002100
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EXHIBIT "B"
Exxon Mo6i1 Co+poration
3225Gallows Roatl
Room 3D2134 -
Fairfax, Virginia 22037
703 846 5869 Telephone
703 846 4672 Facsimile
Benjamin A. Dinkins
Counsel
Refining 8 Supply
E~onMobil
Via Email and U.P. S. Overnight Service
Mark Sokolow, Esq.
City Attorney of Port Arthur
444 Fourth Street, Fourth Floor (Legal Department)
Port Arthur, Texas 77642.
November 12, 2008
Re: Mobil Pipe Line Company's and Sunoco Pipeline L.P.'s Request
for Consent For Assitmment of Industrial District A Bement
Dear Mr. Sokolow:
w
As you know, I am the transactional attorney for Mobil Pipe Line Company ("MPLCO") in the
pending sale of its Magtex pipeline system, Hebert facility and related assets to Sunoco Pipeline
L..P., ("Sunoco"), along with several other terminals. As you and I have discussed and as other
Mobil Pipe Line personnel who have been in contact with you have discussed, we aze seeking the
City of Port Arthur's consent [o assign to Sunoco the Industrial District Agreement currently in
effect between the City and MPLCO with respect to MPLCO's Hebert facility. (A copy of that
agreement is enclosed with ibis lettei.) We hereby formally request the City of Port Arthur's
consent for the proposed assignment.
As you requested, we aze enclosing a copy of Sunoco's letter requesting consent and providing
background information about its company, a copy of the underlying legal description for the
Hebert facility, and a copy of the form of the assignment agreement that the parties will use to
assign the Industrial District Agreement at closing.
After you have reviewed the materials, please ]et me know if you have questions. The closing in
this matter is set. for November 18. I greatly would appreciate it if you could provide your
consent to me via email emai] by close of business November 14, if at all possible. As you know,
my email address is "ben.a.dinkins@exxonmobil.com". I will provide you with a copy of the
executed assignment agreement immediately following the closing.
Thank you for your cooperation in this matter.
Sincerely,
~, ~. Qom,
Benjamin Ai inkins
Enclosures
EXHIBIT "C"
Sunoco Logistics
November 12, 2008
Mark Sokolov, Esq
City Attorney of Port Arthur
444 Fourth Street, Fourth Floor (Legal Department)
Port Arthur, Texas 77642
1735 Market Street, Suite LL
Philadelphia, PA 19103
215-977-3405
866-725-6659 (fax)
caruggiero@s u noco log istics. com
RE: Mobil Pipe Line Company's and Sunoco Pipeline L.P.'s Request
for Consent For Assienntent of Industrial District Agreement
Dear Mr. Sokolov:
As Assistant General Counsel of Sunoco Logistics Partners ("SXL"), I am representing
SXL's operating partnerships, Sunoco Pipeline L.P. ("SPLP"} and Sunoco Partners
Mazkefing & Terminals L. P. ("SPMT') in their pendirig purchase from Mobil Pipe Line
Company ("MPLCO") of its Magtex pipeline system, Hebert facility and related assets;
along with several other terminals. = As I know you have discussed with MPLCO's
counsel, Ben Dinkins; we aze seeking the City of Port Arthur's consent to the assignment
from MPLCO to SPLP and SPMT the Industrial District Agreement currently in effect
between the. City and MPLCO with respect to MPLCO's Hebert facility. (A copy of that
agreement is enclosed. with this letter.) We hereby formally request the City of Port
Arthur's consent for the proposed assignment.
By way of information, SXL, headquartered iri Philadelphia, is a master limited
partnership formed to acquire, own and operate refined product and crude oil pipehnes
and terminal facilities. SXI;'s Eastern Pipeline System consists of approximately 1,800
miles of primarily refined product pipelines and interests in four joint venture refined
products pipelines. SXL's Terminal Faeihties consist of 9.2 million shell barrels of
refined product terminal capacihr and 23.4 million shell barrels of crude oil terminal
cap9ciry (including 16.5 million shell barrels of capacity at the Texas Gulf Coast
Nederland Terminalj. SXL's Western Pipeline System consists of approximately 3,700
miles of crude oil pipelines, located principally in Ok}ahoma and Texas, as wetl as
interest in Yhree joint venture crude oil pipelines. More infommtion regarding SXL is
available online at wu~vsunocologistics.com.
November 12, 2008
Page Z
The closing in this matter is set for November 18. I greatly wou]d appreciate it if you
could provide your consent in accordance with Mr. Dinkins' request.
Thank you for your cooperation in this matter.
Very Truly Yours,
' i i l~ ~ i
Christopher uggiero
Assistant General Counsel
EXHIBIT "D"
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is dated
November 18, 2008, between MOBIL PIPE LINE COMPANY ("MPLCO"), a Delaware
corporation, ("Assignor'-'), and SUNOCO PIPELINE, L.P., a Texas limited partnership
("Assignee"), and is executed pursuant to Section 16(C)(xv) of the Sale and Purchase Agreement
dated as of April 28, 2008, between Assignor and Assignee pertaining to Assignee's acquisition
of a pipeline system originating at Beaumont, Texas and terminating at destinations in Houston
and other east Texas markets (as amended, the "Sales Agreement").
Assignor, for good and valuable consideration, receipt and sufficiency of which are
hereby acknowledged, grants, bargains, conveys, assigns,. transfers and delivers to Assignee, and
Assignee accepts in full, all of Assignor's rights, interests, and-obligations, legal and equitable,
from and afrer the date hereof, in, to and under:
(1) Each of the Environmental Permits listed in Attachment A to this Assignment;
(2) All other Environmental Permits and other Permits relating to the Assets to the
extent assignable by Seller; and
(3) The contracts listed in Attachment B to this Assignment ("Contracts").
Assignee hereby assumes and agrees faithfully to perform and discharge each and all of
the obligations and liabilities of Assignor to be performed or discharged subsequent to the date
hereof in accordance-with and subjecYto all the terms, covenants and conditions of each
Environmental Permit and each. Contract, to the extent assignable and transferable, to the same
extent and in the same manner as if Assignee were the original permittee or contracting'party. .
Other than as specifically set forth above, or as expressly provided in the Sales
Agreement, Assignee assumes no debt, liability or obligation of Assignor or any other person or
entity by this Assignment, and it is expressly understood and agreed that all debts, liabilities and
obligations not expressly assumed hereunder by Assignee shall remain the sole obligation of
Assignor, and no person, firm or corporation other thane Assignor or any of its assignees shall
have any rights under this Assignment or the provisions contained herein.
This Assignment is subject to the terms and conditions of the Sales Agreement, which are
incorporated herein, and in the event of any conflict or inconsistency between the terms and
conditions of this Assignment and the terms and conditions of the Sales Agreement, the terms
and conditions of the Sales Agreement shall control. Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Sales Agreement.
Nothing contained herein shall (a) be construed to defeat, impair or limit in any way any
rights or remedies of Assignee as against any third party to contest or dispute the validity or
amount of any such assumed liability or obligation, or (b).reduce or otherwise affect Assignee's
rights, on the one hand, or Assignor's rights, on the. other hand, to be indemnified by the other
pursuant to and in accordance with the provisions of the Sales Agreement. '
lEGAL_US_E N 79631273.7
This Assignment shall be construed and enforced in accordance with the laws of the State
of Texas.
This Assignment shall bind and inure to the benefit of Assignor and Assignee and their
respective successors and permitted assigns.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
1.EGAL_US_E # 79631273.2
This Assignment and. Assumption Agreement is executed as of the date first written
above. '
MOBIL PIPE LINE COMPANY .
By: -
- Printed
Name: - .
Title:
SUNOCO PIPELINE L.P.
- By: Sunoco Logistics Partners Operations GP LLC,
its general partner
By.
Printed
Name:
Title:
(SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPCIONAGREEMENT_-PIPELINE SPA]
LEGAL_US_E k 79631273 -
ATTAC~iMENT A
None.
LEGAL US E # 79631273.2
ATTACHMENT B
1. Radio Equipment and Antenna Space Lease Agreement, dated as of March 15, 2005, by and
between Mobil Pipe Line Company and Magellan Terminals Holding, L.P.
2. Cathodic Protection Agreement, dated as of May 13, 1991, by and between United Gas Pipe
Line Company and Mobil Pipe Line Company.
3. Facilities Sharing Agreement;-dated as of January 1, 2005, by and between Martin Operating
Partnership L.P. and Mobil Pipe Line Company.
4. Industrial District Agreement With Mobil Pipeline (Between the City of Port Arthur, Texas
and Mobil Pipe Line Company, as executed by Mobil Pipe Line Company on December 11;
2006 and by the City of Port Arthur on January 4, 2007).
LEGAL US E # 79631273.2.
EXHIBIT "E"
r
WILL BE PRESENTED AT COUNCIL MEETING
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